FASB TAXONOMY CHANGE APPLICATION TERMS AND CONDITIONS

THE FASB XBRL TAXONOMY CHANGE APPLICATION (THE “XBRL TAXONOMY CHANGE APPLICATION”) IS BEING MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR USE OF THE US GAAP FINANCIAL REPORTING TAXONOMY. CAREFULLY READ THE FOLLOWING AGREEMENT ("AGREEMENT"). BY CLICKING THE "ACCEPT" BUTTON BELOW, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO DOWNLOAD THE XBRL TAXONOMY CHANGE APPLICATION OR ACCESS ANY PORTION OF THE FASB WEBSITE IN CONNECTION WITH THE USE OF THE FASB XBRL TAXONOMY CHANGE APPLICATION.

Financial Accounting Foundation FASB XBRL TAXONOMY CHANGE APPLICATION

License Grant for General Use.

For the duration of the Term, provided that you (“You”) are not in breach of any term or condition of this Agreement, the Financial Accounting Foundation ("FAF") hereby grants to You, and You hereby accept, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable and nonassignable license, without the right to sublicense, to download the FASB XBRL Taxonomy Change Application and access the FASB website in connection with Your use of the FASB XBRL Taxonomy Change Application solely in furtherance of using the US GAAP Financial Reporting Taxonomy (the “Taxonomy”) and preparing filings to be submitted to the Securities and Exchange Commission (“SEC”) in order to comply with SEC regulations; provided, however, that under no circumstances may the XBRL Taxonomy Change Application, or any part of it, be modified in any way (except as permitted herein), such as by removing the copyright notice or references to the copyright holder (collectively, the “General Use”).

The XBRL Taxonomy Change Application is protected by copyright laws and international copyright treaties. Except for such rights expressly granted to You herein, You acknowledge that all title, ownership rights, and any and all Intellectual Property rights in and to the Taxonomy (and any and all copies, new versions, and any other manifestations thereof, in tangible or intangible form) shall remain with FAF (and its licensors, if any) at all times. No Intellectual Property right shall vest in or be transferred to You, except for the limited license expressly stated herein. FAF reserves all rights not expressly granted to You under this Agreement. You further acknowledge that this product includes software developed by the Apache Software Foundation (http://www.apache.org/), and may contain other Intellectual Property of additional third party licensors (collectively, the “Other Licensor(s)”). Your agreement to the terms and conditions herein shall include agreement to all terms and conditions located at www.apache.org, as well as those terms and conditions of all Other Licensor(s).

For purposes of this Agreement, “Intellectual Property” means, for any person or entity, patents (including patent applications), know-how, trademarks, trade names, service marks, domain names, trade dress, logos or other identifying indicia, trade secrets, copyrights and copyrighted materials, software, confidential information, systems, technology, supplier data and access to any other intellectual property owned or controlled by, or licensed to such person or entity.

Restrictions on use. Except as expressly permitted by this Agreement or applicable law, You shall not and shall not attempt to, and shall not permit any third party to or attempt to: (a) permit any person, other than You, to use or access the XBRL Taxonomy Change Application except under the terms set forth herein, (b) alter, remove, or obscure any copyright or other proprietary or legal notice on or in the XBRL Taxonomy Change Application; (c) use the name, logos, or other trademarks of the FAF or any of its standard setting boards (including the FASB and the Governmental Accounting Standards Board (the “GASB”)) without the FAF’s prior written consent; (d) sell, resell, license or sublicense the XBRL Taxonomy Change Application, in whole or in part, to any third party; (e) use the XBRL Taxonomy Change Application for any illegal purposes; or (f) make use of the XBRL Taxonomy Change Application or other than for General use.

Term.

This Agreement will take effect, and Your non-exclusive license to use the XBRL Taxonomy Change Application, will begin immediately upon clicking the “ACCEPT” button below, and continue until termination in accordance with the terms hereof; provided, that FAF reserves the right to require acknowledgment of the terms and conditions herein, as the same may be updated and modified from time to time, upon each instance of user login. Email or information provided by FAF upon user login shall be an acceptable form of written notice for purposes of this Section.

FAF may terminate this Agreement, and/or Your access to the XBRL Taxonomy Change Application for General Use at any time without notice.

Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall cease and You shall immediately) cease access to and use of the XBRL Taxonomy Change Application.

Disclaimer of Warranties; Limitation of Liability.

YOUR USE OF THE XBRL TAXONOMY CHANGE APPLICATION AND THE INTELLECTUAL PROPERTY OF OTHER LICENSOR(S) IS AT YOUR SOLE RISK. THE TAXONOMY AND THE INTELLECTUAL PROPERTY OF OTHER LICENSOR(S) IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," FOR YOUR GENERAL USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, OF ITS QUALITY, ACCURACY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FAF DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING YOUR ABILITY TO ACCESS THE TAXONOMY, ANY INTERRUPTION OF ACCESS OR ERRORS IN ACCESSING, OR THAT DEFECTS IN THE XBRL TAXONOMY CHANGE APPLICATION WILL BE CORRECTED, OR THE USE OF, OR THE RESULTS OBTAINED WITH THE PRODUCT IN TERMS OF ACCURACY, CORRECTNESS, OR RELIABILITY. WITHOUT LIMITING THE FOREGOING, THE FAF DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES THAT THE XBRL TAXONOMY CHANGE APPLICATION OR THE INTELLECTUAL PROPERTY OF OTHER LICENSOR(S) IS FIT FOR A PARTICULAR PURPOSE OR NEED, OR IS NON-INFRINGING.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, (I) IN NO EVENT SHALL THE FAF OR ITS THIRD PARTY SOFTWARE OR DATA PROVIDERS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, RELIANCE, TORT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DELAYS, ERRORS, OMISSIONS, INACCURACIES, LOST DATA, THE COST OF RECOVERING SUCH PROGRAMS OR DATA, THE COST OF ANY SUBSTITUTE PROGRAM, CLAIMS BY THIRD PARTIES, DATA ACCURACY, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, REGARDLESS OF WHETHER THE FAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE MAXIMUM AGGREGATE LIABILITY OF THE FAF IN CONNECTION WITH THIS AGREEMENT OR THE TAXONOMY SHALL BE LIMITED TO ANY FEE, IF ANY, PAID BY YOU FOR THE LICENSE GRANTED HEREUNDER.

You agree that the limitations and exclusions of liability contained in the Agreement are reasonable. You, for Yourself and each of Your affiliates, hereby release FAF from any and all claims You and/or any of them may have against FAF or its agents as a result of the inability to access the XBRL Taxonomy Change Application. You shall indemnify, reimburse, defend and hold harmless the FAF in respect of any losses suffered by the FAF: (1) as a result of a claims and damages (including reasonable attorneys’ fees) made against the FAF regarding Your use of the XBRL Taxonomy Change Application by You or Your affiliates where such liability would be excluded or limited under this Agreement if such claims were made by You against the FAF assuming the validity and enforceability of the immediately preceding sentence, (2) any damages or harm You or any of Your affiliates may suffer as a result of the inability to access the XBRL Taxonomy Change Application, (3) as a result of any use of the XBRL Taxonomy Change Application by You or through Your account other than as expressly permitted hereunder, and (4) your misuse, misappropriation or violation of any rights in connection with the use of the Apache Software or the Intellectual Property of Other Licensor(s).

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut without reference to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Vienna Convention on the International Sale of Goods shall not apply. You agree that any disputes brought by You arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in the federal or state courts situated in the State of Connecticut. The FAF may bring an action against You in any location including, without limitation, the State of Connecticut. You hereby consent to the personal jurisdiction of the federal or state courts situated in the State of Connecticut and waive any defense or claim of inconvenient forum, improper venue, or any similar claim or defense.

FAF reserves the right, in its sole discretion and without prior written notice to You, to modify, augment, or otherwise alter the terms of this Agreement in the course of any term of Your usage. You acknowledge and agree that any and all modifications, augmentations and other alterations of this Agreement made by the FAF shall be binding upon You on and as of the posting of such updated Agreement on the Taxonomy web site. You further acknowledge that it is Your duty and obligation to apprise Yourself of, and comply with, the terms of this Agreement, as modified from time to time, each time You access the XBRL Taxonomy Change Application.

Sections 3,4 and 5 will survive termination or expiration of this Agreement for any reason. Termination or expiration of this Agreement will not affect any right accrued up to the date of termination or expiration.

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In order to engage in General Use, You must agree to these terms and conditions.

Clicking the “ACCEPT” button below indicates that You have read and agree with the terms and conditions for your use of the XBRL Taxonomy Change Application.